Once Upon a Time
by The Genius Mage
Summary: Saix and Axel had once been friends. Please R and R. Added another chapter. No pairings.
1. Friends, once

Once Upon a Time

Disclaimer: I don't own Kingdom Hearts or the characters.

Chapter One: We were friends, once.

They were up on the Clock Tower in Twilight Town as usual, sea salt ice cream in hand. Their legs dangled over the empty space, talking, chatting.

Friends in the truest sense of the word.

Axel looked to his left. Roxas, quiet and absent minded, staring into space as usual. Xion on his right, smiling slightly, but looking tired. Still, they were his friends, the things that made his existence interesting. Unexpectedly Roxas shook himself, a sign that he was emerging from one of his long daydreams and looked at Axel.

"What was Saix talking about?"

Axel blinked in confusion, hoping Roxas wasn't talking about what he thought he was. "When?"

"Earlier. He said something about a make believe friendship, and a real one?"

"Were you eavesdropping again?" Axel accused.

Xion scoffed. "As if you don't?" She said.

Axel sighed. "That's not important, Roxas. Forget about it."

"I want to know."

Axel stared at Xion first, until she turned her blue eyes away. Roxas, however, wouldn't be cowed and stared unflinchingly at him.

Finishing the ice cream and dropping the stick Axel looked at the ground far below.

"We were friends, once. That was a long time ago."

Roxas looked like he was going to say more, but Axel interrupted him.

"Let's get back to the Castle."

***

Saix was looking out of the windows in his room, watching the street far below. The neon lights shed enough radiance, that, and the halfway constructed moon, Kingdom Hearts, to show the three figures heading for the castle gates.

Saix recognized him. Axel. Walking with his arms around Roxas and Xion's shoulders. He was far too attached to them. He was laughing at something Roxas had said and even Xion was smiling.

_You never let your human memories go, did you?_

Saix watched them enter the castle, and couldn't help a memory that stubbornly lodged itself into his mind until he let it play its sad song.

_The curtains were drawn and the only light in the dimly lit bedroom was the computer screen. Ais typed on the computer concentrating so fiercely on his work that he didn't notice his visitor until he spoke._

"_Still working? When was the last time you went outside? Are you even aware its summer?"_

_Ais smirked at his friend's taunting words but kept working, without turning around._

"_Seriously, let's head to the Clock Tower. We'll get some ice cream. If you don't get some sunlight your skin is going to be bleached white, got it memorized?"_

_Ais kept typing but said, "I'm not hungry, Lea. And I have work to do."_

"_At least turn the lights on!" _

_There was a flash of light, and four candles were ignited all at once. Unable to hold back a comment, Ais turned around in his chair and smirked again._

"_Better at fire, are you, Lea? Not setting books on fire? Still practicing by the lake?"_

_Lea scowled, and then laughed. "About time you answered! Work turns you into a zombie."_

_Grabbing him by his arm Lea hauled Ais to his feet. "We're going outside if you like it or not."_

Saix shook his head, clearing the memory away, and stared at the glimmering gold moon.

"When was the last time," Saix said to himself. "That anything you said was truly funny, Axel?"

He knew the answer to that.


	2. Acting

Chapter Two: Acting

_They scratched at the outside of the door, like monsters in a horror movie._

_It _was _a horror movie._

_The Heartless swarmed, biting and slashing, claws leaving peeling strands of tattered wood on the ground. Lea backed up against the wall, hissing, as he heard the noisy clattering of the beasts._

"_Well." He said simply to Ais. "Looks like this is the end, huh?"_

_Ais watched the moon outside for a moment before sliding his eyes over to the door, closed and being constantly attacked by Heartless, then back to Lea._

"_Suppose it is."_

_Lea smirked. "I'm not goin' down without a fight, got it-"_

"_Memorized. Yes." Ais agreed._

_***_

Axel blinked open his eyes, rubbing them. Darn sleep. It seemed to induce bad things. What were those called again?

He frowned, the concept just outside his memories. Nightmares. That was it. Of course he wasn't scared, couldn't be scared, but he wasn't exactly pleased either.

Axel stepped outside to the balcony, where Kingdom Hearts hung heavily in the air. Scratching the blood red spikes of his hair Axel flopped down his head on his arms and sighed.

"Couldn't sleep?"

Axel didn't even lift his head. "What do you care?" His voice sounded muffled by his arms.

"Can't I care for the well being of my friend?" Saix asked, his lips twisting into a smile that Axel couldn't see.

"No. Go 'way." Axel grumbled.

Saix stepped over to him, head tilted upward to survey the moon. "What woke you up?"

"How do you know I was even asleep?" Axel waited for an answer, unable to see the smirk on Saix's face, and lifted his head from his arms to see his former friend staring raptly at the moon, illuminated by the heavy glow.

"Were you _spying _on me?" He demanded, the air heating up slightly.

"Calm yourself." Saix stated flatly.

Axel crossed his arms. "You're no fun anymore."

"If I remember correctly I never was."

Axel stared dumbstruck at Saix, who was still smirking at the moon. "My God did you just make a joke?"

Axel was aware this was probably the closest thing to an easy conversation with Saix he was going to get, and he found himself wishing for the comfortable conversation between them that he now shared with Xion and Roxas.

Saix rolled his orange eyes to Axel, and Axel was aware that this guy might be jacked up on "moon power"; the energy came from Kingdom Hearts, obviously. He could tell by the weird look in Saix's eyes.

"You act so surprised."

Axel didn't miss the emphasis on "act", the sarcastic twisting.

"Well if I suddenly stopped being funny wouldn't you be surprised?" He replied.

"What do you mean? Stop being funny? That already happened."

Axel thought it was another joke, and he grinned. The grin quickly faded as he saw Saix still staring at him with those weird eyes.

"Continue your act, Axel. I'll continue to act amused."


	3. Emotionless

Chapter Three: Emotionless

_"Ugh...what happened last night?" Lea groaned, rubbing his head. Only then did he remember..._

_The Heartless. They had come to Ais's home,and started banging on the door...and he had been at his friend's house at the time..._

"_Ais?" He shouted, scrambling to his feet. They were outside an old mansion, but how...?_

"_Quiet down." Came the muffled reply. Ais was lying flat on his stomach, hands clutching his face._

"_You okay?"_

"_The Heartless." He growled. "They got my face."_

_Lea resisted a snide comment and instead said, "Let me see."_

_Ais removed his hands, revealing a nasty X shaped scar..._

_***_

"Axel?"

"He's gone deaf in his old age."  
"Shut up Demyx. Axel?"

"Hellooo?"

"Anyone home?"

Axel snapped out of his trance, staring around. "Wha?"

"The meeting's over." Roxas said, staring at him strangely. "Anything the matter?"  
"He's zoning out, for some reason." Xion agreed.

Demyx, Roxas, and Xion all looked at Axel oddly.

"Erm...nothing. I'll see you guys later, I'm kinda tired." He said hastily, heading toward his room.

"You should do that." Xion agreed.

"You look _really_ tired." Roxas added.

"We'll cover for you!"  
"When did you join our little friendship circle?" Roxas asked Demyx, raising an eyebrow.

"Ever since I was tired of getting my butt kicked by Larxene."

***

Instead of going to bed, Axel headed up the steps towards Saix's chamber. He hesitated, then knocked on the door.

"What are you doing..." He muttered to himself.

Saix opened the door, looking...well...expressionless at finding Axel there.

"Hello, Axel."  
"Hey. Um..." _You're really gonna ask this creep? _"Want to go to the Clock Tower?"

Saix raised an eyebrow. "Why?"

"Just...because it'll be like old times. C'mon."

"I have better things to do." Saix said flatly. But his eyes flicked around, a familiar sign of indecision that Axel had come to recognize.

Axel sighed, rubbing his hair. "Be that way, I guess. Don't know why I even bother."

He turned, and grinned to himself when he heard Saix say, "Axel."

He turned around, wiping the grin from his face. "Yeah?"

"I'll go. Later. I know you go to the Clock Tower for the sunset with Xion and Roxas. I'll be there when the sun has fully set."

"Great. See you."

Axel grinned hugely to himself. Maybe the serious minded Ais was still in there somewhere, even though...

***

"_I can't remember..." Ais croaked, staring numbly at all the blood on his hands._

"_What?" Lea asked in confusion._

"_I know you...but I can't seem to remember..." He groaned, running his hands across the cuts..._

_***_

Darn, it was those two cuts that had affected a large portion of Saix's memory, and was probably what made him so emotionless. However, Axel was still "anxious" to see if his friend had remembered anything else over the years. So when Roxas and Xion left, he stayed behind. The sun vanished and stars appeared. The instant the moon hung low in the sky a portal swished open, and Saix emerged from its depths.

"Reminds you of home?" He said in his calm, flat voice.

"It does." Axel agreed. He grinned, handing Saix an ice cream. Saix stared, then rolled his eyes and took it, though he didn't do anything else.

"Any more memories coming in?"

"Many have come since then."

"Mind telling me _what_?"

Saix's lips twisted into a smile. "A lot of them are comprised of you somehow saying, 'got it memorized?'"

"Really? Wow. I'll give you another. Got it memorized?"

Saix rolled his eyes again. "So childish. Even without emotions."

"Takes one to know one."

"Did you just spear me with that old phrase? Shame on you."

_That _sounded more like the person Axel had used to know.

"Since you came all the way out here, I owe you one. Let's talk about whatever you'd like, like we used to..."  
Saix was silent for a long time. Then:

"Do you think we'll get out hearts back?"

"That's all we can hold on to." Axel replied.

"But do you-"

"Yes. I do. We'll get it back sooner or later."

"So optimistic."

"So pessimistic."  
Silence.

"Say, Saix, any particular reason why you're Xemnas's second in command?"

Saix dropped the ice cream bodily off the tower, where it hit a man in a hat and suit.

"That was a waste."

Ignoring him, Saix said, "The Superior and I are of a very similar train of thought. Whilst you..."

"Didn't jump onto the 'need more hearts' bandwagon?"

Saix narrowed his eyes. "That is not an accurate description. But yes. We need more hearts, for only with hearts will we be complete. And we must do whatever we can to get them."

Axel watched Saix, bristling, fangs bared in a humorless grin, lighted by the moon. The power hungry eyes of his former friend were riveted on the glowing orb.

"Y'know...I don't know why I tried. I guess the person I was looking for isn't in there. Or if he was, he's been taken over by Saix."

Axel stood, opening a portal.

"Whenever Ais feels like talking, Lea is ready to listen. Whenever Saix wants to talk..."

He left then, leaving Saix alone.

***

"_What's wrong with you lately?"_

"_Whatever do you mean, Axel?"_

"_And why are you calling me that? Even when it's just us, you don't call me Lea."_

"_Because Lea had a heart, we are just-"_

"_Shells. Nobodies. I know. But there's this change in you I can see, and it's just getting worse every passing hour."_

"_Perhaps it's you who needs to change."_

"_Perhaps. But if that's the case, I'll remain the same joking Lea for the rest of my existence."_

"_Still strong minded."_

"_Of course. Or I wouldn't be here, would I?"_

_Axel faced Saix from across the room._

"_I know you. You joke and laugh but your mind is always two steps ahead. What are you planning?"_

"_Nothing. At the moment." Axel replied._

_*_

_**There it is, the end. Message me with ideas, and check out the poll on my page. **_

_**Want me to continue? Let me know.**_


	4. Over

_**Wow people actually care enough about this to continue? Okay. Here it is. Making it up as I go, as always.**_

***

Chapter Four: Over

Saix wasn't sure why this was even bothering him.

It shouldn't.

He wouldn't let it.

But it did.

Being a Nobody didn't mean you didn't have a conscience, but you were supposed to lack the thing that gave it its power: guilt. Guilt was a feeling, therefore, he shouldn't be able to feel it. Why couldn't he just brush it aside, like everything else?

Darn that Axel!

Saix growled, staring at the moon.

***

Axel checked his memories, and found out he was probably in a "self satisfied" type of mind.

Yes. That was it.

He was really, really, almost happy that he had gotten that Saix thing off of his chest. He hadn't seen Saix since then, the Berserker had locked himself in his room. Fine. Let him pout, or whatever it was that he did. Most likely planning the death of him.

Axel cracked open an eye, from where he had been leaning against the wall, listening to Larxene argue with Demyx about something or other.

"Will you just give it _back?"_

"Give what back? Larxene said innocently, sparks flicking off of her body, a sign that she was about to lose her temper.

"The picture! C'mon!" Demyx begged.

Axel felt a hand touch his shoulder.

He jerked, whirling around, chakrams appearing in his hands.

"Calm down." Saix intoned, rolling his eyes.

"What _is _it?" Axel huffed, dismissing his weapons.

"I'd like to talk to you, about earlier."

"I should care because...?"  
Saix just stared silently, leaving Axel's statement hanging, until he was forced to continue.

"Okay. Fine. Where?"  
Saix opened a portal, stepping through.

They emerged in front of the Twilight Town mansion. Saix stepped toward the gates, then turned around.

"Your statement is indeed bothering me-"

"Wait. Is this the part where you kill me and hide the body?"

"I could kill you right now." The Diviner snapped. "And your body would disintegrate, leaving no evidence."

"What gives you the impression that you could even kill me?"

"Easy. Because sometimes I _want _to." Saix's lips turned upward.

"Uh...okay." Axel said in confusion.

Saix began walking, slowly approaching Axel.

"Sometimes, Axel, I don't get you. Getting close to other members. Are you not the one who is supposed to strike down traitors? What if Roxas and Xion-"

"**Don't** bring them into this." Axel growled. Suddenly, something dawned on him. "Are you _jealous_?"

"Do NOT try and assume that you know what I'm thinking! And I cannot be jealous!"  
"Then why the _hell _am I here talking to you?"  
"I was getting to that. We just got off track."

Axel was now only inches away from Saix. His "friend's" orange eyes met his own green.

"I sometimes think I know you better than anyone, and then I see things like this. I do not understand you Axel, and your unpredictability makes you a danger to the Organization."

Axel narrowed his eyes, allowing his facade of emotion to drain from his voice. "You're saying?"

Saix smiled again. "You work in strange ways. These ways may soon endanger you...the Superior is starting to get wind of a possible coup...are you part of this?" Something like...worry?...entered his eyes.

"What do you care?"

"Because I do not 'enjoy' having a conversation with anyone else in the Organization, besides you. If you get any information on this possible coup...let me know..."

"Whatever. Like I said, if Saix wants to talk, I've already lost interest."

"Can you not at least _pretend_, like you do your continuous act of emotion, that you care about the Organization?!" Saix roared.

Axel realized the moon was up.

_Uh oh._

"Axel." Saix said in a dangerous tone, something odd creeping into his voice.  
"I've had enough of this." Axel rolled his eyes, opening a portal. He turned to enter it.

And some sixth sense made him duck, just as a giant claymore swung over his head.

"Oh snap!" Axel shouted, whirling around and summoning his weapons. He skipped to the side, calling fire, and letting it channel it's way out of his body. He tried to remember the fundamentals of battling Saix...

**

_Even when they had been human, the pair had been deadly fighters. Lea's master of the fire element made anyone wary to go near him, since some of his flames could melt steel. Not only that, but Ais had a deadly reputation. Lea knew, during their friendly duels, that Saix was always completely overwhelmed with his power and thus lost control..._

_**_

There was a roar. A loud, screeching roar that was tearing itself from Saix's throat. Axel flipped, trying to summon his walls of fire, and quickly enclosed himself in it as a shield.

"He loses control..." Axel murmured. He threw his chakrams through the fire, catching Saix in his chest. The Berserker continued on, nonplussed, ignoring the weapon that had sliced through his chest. The healing powers of a Nobody kicked him, but it would drain his energy until he had none left to give to the wounds, and then he would die...

_I'm NOT killing him._

Axel leaped out of his fire, catching Saix in the chest. The Diviner fell down under the weight, but swung his monstrous weapon and caught Axel in the shoulder. Summoning a burst of fire, Axel separated them, then he quickly rose up three pillars of fire that caught Saix under his feet, unbalancing him.

In his rage, Saix was unaware of the mass amount of energy and pain he was getting inflicted upon. He just kept attacking, pushing Axel further and further across the scorched field, until the Flurry of Dancing Flame had no where else to hide.

An idea. Saix got power from the moon, block out its light, and it was all over.

Axel used the last of his energy to generate a mass cloud of fire, that he quickly put out. Smoke descended around them, blocking out their view.

And the moon. No light pierced the dark mass, and Saix's roars trailed off. With a shout, Axel kicked Saix out of the smoke cloud, sprawling him on his back. Dismissing the smoke, Axel knelt down beside Saix, breathing hard. If they had been on the World that Never Was, Saix would have been stronger, gathering strength from Kingdom Hearts. Not to mention that smoke trick wouldn't have worked on the enchanted moon, it only worked on the average moon.

Saix's eyes cleared. He stared at Axel, then the burnt clearing, then at Axel again.

He scrambled to his feet, hating his lost of self control, and opened a portal.

"It's done between us?"

"It already was." Axel replied, opening his own portal. "We're no longer friends. Got it memorized?"

He backed into the portal, letting the dark tendrils enclose him. His former friend's orange eyes, feral with something like rage, stared after him. Even when the darkness fully closed, the eyes still stared through...

***

_**There. DONE. I really don't have any ideas on this story anymore. If I get a good one, I'll continue again. Until then, thanks for reading!!!**_


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